Common use of Non Competition Confidential Information Clause in Contracts

Non Competition Confidential Information. (a) Executive agrees that his services hereunder are of a special and unique nature and his position with the Company places him in a position of confidence and trust with clients and employees of the Company. Executive agrees that he will not at any time during his employment with the Company and for a period of one year thereafter (the "Restrictive Period"), directly or indirectly, compete (as an owner, joint venturer, partner, stockholder, director, officer, consultant, agent or otherwise) with the Company in the United States. Ownership of less than 5% of the securities of any class of a corporation registered under section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, shall not be considered a violation of the provisions of this paragraph. (b) Executive further agrees that he will not at any time, directly or indirectly, without the Company's prior written consent, disclose to any third party or use (except as authorized in the regular course of the Company's business) any confidential, proprietary or trade secret information acquired by him during his employment with the Company and thereafter, including, without limitation, sales and marketing information, information relating to existing or prospective customers and markets, information relating to the RealTime software technology and enhancements thereto or other software technology, business opportunities, and financial, technical and other data (collectively, the "Confidential Information"). After termination of Executive's employment with the Company for any reason and upon the written request of the Company, Executive shall promptly return to the Company all originals and/or copies of written or recorded material (regardless of the medium) containing or reflecting any Confidential Information and shall promptly confirm in writing to the Company that such action has been taken. (c) Executive agrees that he will not, during the Restrictive Period, employ or retain, solicit the employment or retention of, or cause or encourage any entity to retain or solicit the employment or retention of, any person who was any employee of the Company at any time during the two year period commencing 12 months prior to the termination of Executive's employment with the Company and ending on year after such termination. After termination of Executive's employment with the Company, (i) Executive will refrain from disparaging, whether orally, in writing or in other media, the Company, its Affiliates, the officers, directors and employees of each of them, and the products and services of each of them, and (ii) the Company will not comment upon the employment performance of Executive other than as may be required by law or as requested by Executive. (d) Any discovery, design, invention or improvement (whether or not patentable) that Executive develops during his employment with the Company (whether or not during his regular working hours or on the Company's premises) and that is related to the Company's business or operations as then conducted or contemplated, shall belong solely to the Company and shall be promptly disclosed to the Company. During the period of his employment with the Company and thereafter, Executive shall, without additional compensation, execute and deliver to the Company any instruments of transfer and take any other action that the Company may reasonably request to carry out the provisions of this paragraph, including executing and filing, a the Company's expense, patent and/or copyright applications and assignments of such applications to the Company.